Item 1.01 Entry into Material Definitive Agreement.
As previously disclosed, Cactus Acquisition Corp. 1 Limited, a Cayman Islands
exempted company ("Cactus" or the "Company") has called an extraordinary general
meeting in lieu of 2023 annual general meeting of the Company to be held at 9:00
a.m. Eastern Time/4:00 p.m. local (Israel) time on April 20, 2023 (the
"Meeting") for the purpose of considering and voting on, among other proposals,
a proposal to approve, by way of special resolution, an amendment to Cactus'
Amended and Restated Memorandum and Articles of Association to extend the date
by which Cactus has to consummate a business combination (the "Extension") from
May 2, 2023 to November 2, 2023 or such earlier date as may be determined by
Cactus' board of directors in its sole discretion (the "Articles Extension
Proposal").
In connection with the Meeting, the Articles Extension Proposal and the
Extension, effective as of April 11, 2023, the Company and its sponsor, Cactus
Healthcare Management LP (the "Sponsor"), entered into non-redemption agreements
(the "Non-Redemption Agreements") with several unaffiliated third parties (the
"Non-Redeeming Shareholders"). Pursuant to the Non-Redemption Agreements, the
Non-Redeeming Shareholders agreed not to redeem (or to validly rescind any
redemption requests with respect to) an aggregate of 2,000,000 Class A ordinary
shares of the Company ("Non-Redeemed Shares") related to the shareholder vote on
the Articles Extension Proposal. In exchange for the foregoing commitments not
to redeem the Non-Redeemed Shares, the Sponsor agreed to transfer an aggregate
of 100,000 Class B ordinary shares of the Company held by the Sponsor to the
Non-Redeeming Shareholders immediately following, and subject to, consummation
of an initial business combination. The number of Class B ordinary shares
transferable by the Sponsor to the Non-Redeeming Shareholders is subject to
potential increase if the number of Class A ordinary shares that are not
redeemed in connection with the Meeting exceeds 2,000,000; however, the total
number of Class B ordinary shares that may be transferred to the Non-Redeeming
Shareholders, in the aggregate, will not exceed 250,000.
The transfer of the Class B ordinary shares to the Non-Redeeming Shareholders is
furthermore conditioned upon: (i) the Non-Redeeming Shareholders' continuing to
hold the Non-Redeemed Shares through the Meeting; (ii) the approval of the
Articles Extension Proposal at the Meeting; and (iii) and Cactus' fulfilling the
continued or initial listing requirements for listing on the Nasdaq Global
Market following the Meeting.
The Non-Redemption Agreements will increase the amount of funds that remain in
the Company's trust account following the Meeting.
The foregoing summary of the Non-Redemption Agreements does not purport to be
complete and is qualified in its entirety by reference to the form
of Non-Redemption Agreement filed herewith as Exhibit 10.1, which is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Form of Non-Redemption Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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